Terms and Conditions2018-09-19T08:18:42+00:00

General terms

For subcontractors using Cobuilder Deliver, see paragraph 4 – Subcontractors

1. About ProductXchange

The ProductXchange online Serivce is a platform where Contractors/Builders and their suppliers manage, transfer and use structured information describing the properties of products that goes into a building. A Contractor may invite a subcontractor (hereinafter called Client) who is granted free access to a module of ProductXchange branded as Cobuilder Deliver.

Cobuilder has the right to remove information, including Product data sheets and document files in case the quality of the data does not meet the industry standard and the market requirements.

2. Scope

2.1 This Agreement contains the terms for using the ProductXchange Online Service as described in the Agreement.

2.2 Anyone using the ProductXchange Online Service on behalf of the Client is obliged to accept the End-user License Agreement (hereinafter called Users), which shall become a binding part of this Agreement. The Client cannot raise any claims to Cobuilder other than what is specified in this End-user License Agreement in regards to the ProductXchange Online Service.

3. Term

3.1 This Agreement is effective from the subscription start date. This Agreement shall be automatically renewed for successive one-year periods unless terminated by either party by written notice delivered at least 3 months prior to the beginning of the next such period.

3.2. If one of the Parties is guilty of substantial noncompliance with the Agreement, which is not remedied within 30 days after being urged thereto by written notice, the other Party may terminate the Agreement with immediate effect.

4. Subcontractors

Cobuilder’s mission is to aid the collaboration across the construction supply chain. As part of Cobuilder’s introductory offer for the UK market, subcontractors are granted access at no cost (free) to a module of ProductXchange branded as Cobuilder Deliver. Users of Cobuilder Deliver are exempt from project fees, user licence fees or storage fees for projects where they act as subcontractors delivering information to the main contractor’s ProductXchange project. They can purchase additional services at the standard rates. All other conditions of the ProductXchange contract will also apply to subcontractors.

4.1 At any time during the Agreement period, the Client can switch to a subscription type different from the one initially chosen.

5. Prices

5.1. Usage of the Cobuilder Deliver module is free of charge for a subcontractor invited by a contractor via ProductXchange.

5.2. For newly registered Clients of ProductXchange

The Client will receive access to the ProductXchange Online Service from the date stated as a subscription start date.

6. AUTHORISATION (POWER OF ATTORNEY)

By accepting these Terms and Conditions, the Client and the user gives the System operator authorisation (power of attorney) on its behalf to obtain relevant product data, product documentation and other information (environmental labelling, product types, etc.) from manufacturers, importers and/or distributors of building products and other related products used in the project registered in the ProductXchange system.

7. Intellectual property

Cobuilder holds the ownership rights and all intellectual property rights on the technology, including the database and any associated programmes and services which Cobuilder offers to the Client through ProductXchange Online Service.

The Client has ownership of the Client’s data added to the platform by the Client or data added to ProductXchange by Cobuilder with the Client’s authorisation. The Client retains ownership of data added through ProductXchange by the End-user or Cobuilder with the authorisation of the End-user. The Client’s data used in other Cobuilder systems or third-parties’ software is their property. The

Client is given a non-exclusive right to use ProductXchange as defined by the End-user License Agreement provided that such use complies with the requirements set by Cobuilder to the Client. The Client may allow employees and others who perform functions for the Client to become users of ProductXchange. The Client acknowledges that only those who perform functions under the same company number as the Client shall be covered by the Client’s subscription.

The Client transfers a non-exclusive and non-time-limited right to Cobuilder and all users of Cobuilder’s systems offered on the market in UK and other countries to use all the data and documents the Client or Cobuilder with the Client’s authorisation has input in Cobuilder’s systems., in the way Cobuilder’s systems at any time allow it. Should the Client discover that there are use-related restrictions on some documents or data, the Client shall promptly notify Cobuilder in writing identifying the documentation or data in question.

8. The Client’s Obligations

The End-user License Agreement applies to all users the Client creates for ProductXchange. Should the Client want to use products or services offered by Cobuilder other than what is provided by Productxchange, the Client must enter into an agreement and pay for such use to coBuilder. The Client is solely responsible for acquiring, financing and maintaining the necessary computer equipment and internet access, etc. The Client is responsible for the creation, maintenance and use of data from Productxchange for the Client’s needs.

The Client is solely responsible for providing the necessary training on ProductXchange and its associated services for the Client’s needs. Such training can be organised by Cobuilder and billed to the Client as an additional service.

The distribution of product information through ProductXchange is based on what the individual Client or Cobuilder with the Client’s authorisation enters as product data in the ProductXchange online service or other Cobuilder services. To ensure that the right product information is delivered, it is important that the products contained in the Client’s registered product assortment/product list are uniquely identified. The Client is in any event responsible for guaranteeing the quality of their product assortment/product list and ensuring it contains no misleading or incomplete information, including controlling data recorded by Cobuilder with the Client’s authorisation. If the Client uses information contained in the product assortment/product list that others have rights to, the Client undertakes to keep Cobuilder from claims directed against Cobuilder and correct such a product assortment/product list on request.

The Client is solely responsible for the use and/or distribution of documentation by product owners (manufacturers) who have NOT signed an agreement for delivery and update of Safety Data Sheets, Declarations of Performance, Assembly Instructions and/or other product documentation through products or services offered by coBuilder.

The Client is solely responsible for ensuring all data which the Client or Cobuilder with the Client’s authorisation enters into the system is correct, including that such data or data entry does not constitute an infringement of third-party intellectual property rights. This obligation applies to any use of ProductXchange, including the Client’s reception or distribution of data or information belonging to any third party as well as information that is imported to the Client’s account in the ProductXchange Online Service. If the Client has a contractual obligation with third parties that restricts the Client’s right to use such data, the Client is responsible for complying with such agreements. If a third party raises claims against Cobuilder due to data or content the Client or Cobuilder with the Client’s authorisation has submitted into any Cobuilder service, Cobuilder can require that the Client acquire the claim with all risks. Cobuilder may in any event require that the Client keep Cobuilder indemnified for loss Cobuilder may inflict by such claims against coBuilder.

If the Client enters personal information in ProductXchange, the Client is responsible for obtaining the consent of the person the information concerns so that the personal data can be used and redistributed by Cobuilder and other users of Cobuilder’s systems as allowed by the Cobuilder systems. If sensitive information is entered, the Client agrees to get the person the information applies to enter such information into the platform themselves.

9. Cobuilder’s Obligations

Cobuilder is responsible for the management, operation and maintenance of ProductXchange and Cobuilder Deliver.

Cobuilder is responsible that ProductXchange and Cobuilder Deliver is available online, but is not responsible that the network as such is available or that the Client’s systems are available.

As a supplier of ProductXchange and Cobuilder Deliver, Cobuilder commits to exercise its business in such a way that Cobuilder does not violate internationally recognised principles and guidelines related to human and labour rights, the environment and corruption.

10. Responsibility

Cobuilder is, as operator of ProductXchange and Cobuilder Deliver, not responsible for the misuse of data or products, nor for any damage (direct or indirect) arising from inaccurate or misleading data or information.

Cobuilder is not responsible for events, loss or damage caused by ProductXchange and Cobuilder Deliver being unavailable or misused.

If the implementation of the Agreement is wholly or partly prevented or materially impeded by circumstances beyond the Parties’ control, the Parties’ obligations are suspended to the extent that is relevant in the situation, and for as long as the situation lasts. Such factors include, but are not limited to lightning, floods, strikes, lockouts, and any circumstances which under UK law will be judged as force majeure. Either Party may, nonetheless, terminate the Agreement with one month’s notice if the occurrence of the force majeure makes it particularly burdensome for the latter to maintain the Agreement.

The Parties’ liability to each other is limited to direct damages and up to GBP 10.000. The following amounts are not subject to the upper limit for compensation claims if a Party is legally responsible for them: i) Payments to third parties; ii) personal injury, including death; iii) damage to real or movable property; and iv) compensation amounts which under the current legislation cannot be limited. Neither party will be liable for any loss of data.

Each Party warrants to the other Party to hold all necessary material and intangible rights linked to their part of the delivery (Cobuilder for the actual system ProductXchange and Cobuilder Deliver and the Client for all information the Client or Cobuilder with the Client’s authorization enters into distributes through ProductXchange and Cobuilder Deliver). If a third party brings an action or makes an objection about infringement of intellectual property rights, the Party possessing the relevant intellectual property rights is to be immediately notified. The Party holding the relevant intellectual property rights should take over the case and the costs and risks associated with the case, and hold the other Party harmless from any claims relating to such infringement or alleged infringement.

11. Transfer of Obligations

Rights or obligations under this Agreement may not be transferred or in any way transmitted to others beyond the provisions of this Agreement without the other Party’s prior written consent.

12. Points of Contact

To ensure cooperation between the Parties, the points of contact indicated in the Agreement shall be used for daily communication, notifications or changes to the Agreement. Either Party may change the contact person by sending an e-mail to the other Party’s contact with a 10 days’ notice.

13. Disputes

This agreement is subject to UK law. Any dispute arising out of or relating to this Agreement shall be resolved by negotiations. The Parties accept Hull Crown Court as the legal venue for any litigation that might arise should the Parties fail to resolve disputes through negotiations.

Subcontractor invited by a contractor
No project fee, user licence fee or storage fee will be incurred for subcontractors who have been invited by another company to deliver data to an existing ProductXchange project.
Subcontractors can purchase the additional services listed below at the standard cost.
Free

coBuilder, July 2018.